PSQ (PSQH) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Document Information Line Items
Entity Registrant Name	PSQ Holdings, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001847064
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40457
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2062844
Entity Address, Address Line One	250 S. Australian Avenue
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	(877)
Local Phone Number	776-2402
Entity Interactive Data Current	Yes
Class A common stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	PSQH
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Document Information Line Items
Trading Symbol	PSQH.WS
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Security Exchange Name	NYSE
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		24,395,075
Class C Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,213,678

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 25,255,909	$ 2,330,405
Inventory	1,476,085
Prepaid expenses and other current assets	3,541,769	289,379
Accounts receivable	67,604
Total current assets	30,341,367	2,619,784
Intangible assets, net	2,532,063	1,267,673
Operating lease right-of-use asset	164,304	293,520
Property and equipment, net	132,246	26,723
Deposits	78,165	7,963
Total assets	33,248,145	4,215,663
Current liabilities
Accounts payable	1,714,385	424,065
Accrued expenses	1,061,606	41,494
Deferred revenue	248,958	49,654
Current portion of operating lease liabilities	168,608	169,275
Total current liabilities	3,193,557	684,488
Earn-out liabilities	1,950,000
Warrant liabilities	16,599,500
Operating lease liabilities, non-current		129,762
Total liabilities	21,743,057	814,250
Commitments and contingencies (Note 14)
Stockholders’ equity
Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of September 30, 2023 and December 31, 2022
Additional paid in capital	68,033,896	12,383,475
Subscription receivable		(99,612)
Accumulated deficit	(56,531,563)	(8,883,952)
Total stockholders’ equity	11,505,088	3,401,413
Total liabilities and stockholders’ equity	33,248,145	4,215,663
Class A Common Stock
Stockholders’ equity
Common stock value	2,434	1,181
Class C Common Stock
Stockholders’ equity
Common stock value	$ 321	$ 321

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	50,000,000	50,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized share	500,000,000	500,000,000
Common stock, shares issued	24,340,075	11,806,007
Common stock, shares outstanding	24,340,075	11,806,007
Class C Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized share	40,000,000	40,000,000
Common stock, shares issued	3,213,678	3,213,678
Common stock, shares outstanding	3,213,678	3,213,678

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues, net of returns and discounts of $232,597 and $0 for the three months ended September 30, 2023 and 2022, and $232,597 and $0 for the nine months ended September 30, 2023 and 2022, respectively	$ 2,030,900	$ 124,634	$ 2,938,641	$ 197,575
Costs and expenses:
Cost of sales – services (exclusive of depreciation and amortization shown separately below)	569,502	210,363	1,189,440	483,756
Cost of goods sold (exclusive of depreciation and amortization shown separately below)	903,672		903,672
Transaction costs incurred in connection with the Business Combination	3,309,597		7,048,177
General and administrative	4,311,199	993,488	7,448,015	2,175,612
Sales and marketing	3,670,309	429,455	6,739,149	954,501
Research and development	1,486,069	413,675	3,310,943	874,026
Depreciation and amortization	759,745	203,489	2,004,319	477,405
Total costs and expenses	15,010,093	2,250,470	28,643,715	4,965,300
Operating loss	(12,979,193)	(2,125,836)	(25,705,074)	(4,767,725)
Other income (expense):
Other income, net	119,957	328	173,644	8,174
Change in fair value of convertible notes			(14,571,109)
Change in fair value of earn-out liabilities	450,000		450,000
Change in fair value of warrant liabilities	(7,783,000)		(7,783,000)
Interest expense, net	(46,690)		(210,545)
Loss before income tax expense	(20,238,926)	(2,125,508)	(47,646,084)	(4,759,551)
Income tax benefit (expense)	262	4,208	(1,527)	3,495
Net loss	$ (20,238,664)	$ (2,121,300)	$ (47,647,611)	$ (4,756,056)
Net loss per common share, basic (in Dollars per share)	$ (0.77)	$ (0.18)	$ (2.38)	$ (0.44)
Weighted-average shares outstanding, basic (in Shares)	26,265,627	11,982,103	20,058,726	10,705,779

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues, net of returns and discounts	$ 232,597	$ 0	$ 232,597	$ 0
Net loss per common share, Diluted (in Dollars per share)	$ (0.77)	$ (0.18)	$ (2.38)	$ (0.44)
Weighted-average shares outstanding, Diluted (in Shares)	26,265,627	11,982,103	20,058,726	10,705,779

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Class A Common Stock	Class A	Class C Common Stock	Class C	Additional Paid-In Capital	Subscription Receivable	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 486				$ 2,799,994	$ (34,600)	$ (1,905,376)	$ 860,504
Balance (in Shares) at Dec. 31, 2021	485,731
Retroactive application of Business Combination (Note 1)	$ 139		$ 321		(460)
Retroactive application of Business Combination (Note 1) (in Shares)	5,761,113		3,213,678
Balance at Jan. 01, 2022	$ 625		$ 321		2,799,534	(34,600)	(1,905,376)	860,504
Balance (in Shares) at Jan. 01, 2022	6,246,844		3,213,678
Balance at Dec. 31, 2021	$ 486				2,799,994	(34,600)	(1,905,376)	860,504
Balance (in Shares) at Dec. 31, 2021	485,731
Issuance of common stock for cash	$ 50				810,195			810,245
Issuance of common stock for cash (in Shares)	503,380
Receipt of subscription receivable						35,000		35,000
Net loss							(1,019,811)	(1,019,811)
Balance at Mar. 31, 2022	$ 675		$ 321		3,609,729	400	(2,925,187)	685,938
Balance (in Shares) at Mar. 31, 2022	6,750,224		3,213,678
Balance at Dec. 31, 2021	$ 486				2,799,994	(34,600)	(1,905,376)	860,504
Balance (in Shares) at Dec. 31, 2021	485,731
Net loss								(4,756,056)
Balance at Sep. 30, 2022	$ 935		$ 321		8,197,169	400	(6,661,432)	1,537,393
Balance (in Shares) at Sep. 30, 2022	9,348,808		3,213,678
Balance at Mar. 31, 2022	$ 675		$ 321		3,609,729	400	(2,925,187)	685,938
Balance (in Shares) at Mar. 31, 2022	6,750,224		3,213,678
Issuance of common stock for cash	$ 79				1,455,021			1,455,100
Issuance of common stock for cash (in Shares)	784,627
Net loss							(1,614,945)	(1,614,945)
Balance at Jun. 30, 2022	$ 754		$ 321		5,064,750	400	(4,540,132)	526,093
Balance (in Shares) at Jun. 30, 2022	7,534,851		3,213,678
Issuance of common stock for cash	$ 181				3,132,419			3,132,600
Issuance of common stock for cash (in Shares)	1,813,957
Net loss							(2,121,300)	(2,121,300)
Balance at Sep. 30, 2022	$ 935		$ 321		8,197,169	400	(6,661,432)	1,537,393
Balance (in Shares) at Sep. 30, 2022	9,348,808		3,213,678
Balance at Dec. 31, 2022	$ 771				12,384,206	(99,612)	(8,883,952)	3,401,413
Balance (in Shares) at Dec. 31, 2022	771,155	11,806,007		3,213,678
Retroactive application of Business Combination (Note 1)	$ 410		$ 321		(731)
Retroactive application of Business Combination (Note 1) (in Shares)	11,034,852		3,213,678
Balance at Jan. 01, 2023	$ 1,181		$ 321		12,383,475	(99,612)	(8,883,952)	3,401,413
Balance (in Shares) at Jan. 01, 2023	11,806,007		3,213,678
Balance at Dec. 31, 2022	$ 771				12,384,206	(99,612)	(8,883,952)	3,401,413
Balance (in Shares) at Dec. 31, 2022	771,155	11,806,007		3,213,678
Issuance of common stock for cash	$ 145				2,499,979			2,500,124
Issuance of common stock for cash (in Shares)	1,447,523
Receipt of subscription receivable						100,012		100,012
Issuance of common stock for asset acquisition	$ 107				1,334,751			1,334,858
Issuance of common stock for asset acquisition (in Shares)	1,071,229
Net loss							(6,687,640)	(6,687,640)
Balance at Mar. 31, 2023	$ 1,433		$ 321		16,218,205	400	(15,571,592)	648,767
Balance (in Shares) at Mar. 31, 2023	14,324,759		3,213,678
Balance at Dec. 31, 2022	$ 771				12,384,206	(99,612)	(8,883,952)	3,401,413
Balance (in Shares) at Dec. 31, 2022	771,155	11,806,007		3,213,678
Net loss								(47,647,611)
Balance at Sep. 30, 2023	$ 2,434		$ 321		68,033,896		(56,531,563)	11,505,088
Balance (in Shares) at Sep. 30, 2023	24,340,075	24,340,075	3,213,678	3,213,678
Balance at Mar. 31, 2023	$ 1,433		$ 321		16,218,205	400	(15,571,592)	648,767
Balance (in Shares) at Mar. 31, 2023	14,324,759		3,213,678
Net loss							(20,721,307)	(20,721,307)
Repayment of subscription payable						(400)		(400)
Balance at Jun. 30, 2023	$ 1,433		$ 321		16,218,205		(36,292,899)	(20,072,940)
Balance (in Shares) at Jun. 30, 2023	14,324,759		3,213,678
Net loss							(20,238,664)	(20,238,664)
Conversion of notes to common stock	$ 397				37,293,626			37,294,023
Conversion of notes to common stock (in Shares)	3,984,388
Issuance of common stock upon Business Combination (Note 1)	$ 774				12,426,006			12,426,780
Issuance of common stock upon Business Combination (Note 1) (in Shares)	7,735,151
Forfeiture of shares	$ (170)				170
Forfeiture of shares (in Shares)	(1,704,223)
Share based compensation					2,095,889			2,095,889
Balance at Sep. 30, 2023	$ 2,434		$ 321		$ 68,033,896		$ (56,531,563)	$ 11,505,088
Balance (in Shares) at Sep. 30, 2023	24,340,075	24,340,075	3,213,678	3,213,678

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Net loss	$ (47,647,611)	$ (4,756,056)
Adjustment to reconcile net loss to cash used in operating activities
Amortization and depreciation	2,004,319	477,405
Share based compensation	2,095,889
Realized gain on short term investment	(173,644)
Change in fair value of convertible notes	14,571,109
Change in fair value of warrant liabilities	7,783,000
Change in fair value of earn-out liabilities	(450,000)
Noncash lease expense	129,216	13,042
Interest expense	58,455
Changes in operating assets and liabilities:
Accounts receivable	(67,604)
Prepaid expenses and other assets	(2,017,390)	(124,066)
Deposits	(70,202)	(5,463)
Accounts payable	8,648,290	90,788
Inventory	(1,476,085)
Accrued expenses	4,268,432	73,898
Deferred revenue	199,304	22,196
Operating lease payments	(130,429)	(8,822)
Net cash used in operating activities	(12,274,951)	(4,217,078)
Cash flows from Investing Activities
Software development costs	(1,840,066)	(1,058,672)
Purchases of short-term investments	(10,049,870)
Proceeds from the sale of short-term investments	10,223,514
Purchases of intangible assets	(86,600)
Purchases of property and equipment	(113,065)	(21,465)
Net cash used in investing activities	(1,866,087)	(1,080,137)
Cash flows from Financing Activities
Proceeds from the issuance of Convertible Notes Payable	22,500,000
Proceeds from reverse recapitalization	18,104,194
Transaction costs incurred in connection with Business Combination	(6,137,377)
Repayment of subscription payable	(400)
Proceeds from the issuance of common stock	2,600,125	5,433,365
Net cash provided by financing activities	37,066,542	5,433,365
Net increase in cash and cash equivalents	22,925,504	136,150
Cash and cash equivalents, beginning of period	2,330,405	399,403
Cash and cash equivalents, end of the period	25,255,909	535,553
Supplemental Cash Flow Information
Promissory notes converted to equity	37,294,023
Initial recognition of Earn-out liability	2,400,000
Acquisition of warrant liability	8,816,500
Recording of D&O tail insurance acquired by Colombier	1,235,000
Acquisition of tax liability	957,982
Stock for stock transfer	1,334,500
Cash paid for interest

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2023
Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations PSQ Holdings, Inc. dba PublicSq. (“Publicsq.”, “PSQ”, “we”, “us”, “our”, and the “Company”) is a Delaware corporation headquartered in Florida. The Company operates the website and mobile application as PublicSq. The Company is a values-focused organization that provides other values-focused (patriotic, American made, etc.) small businesses with a platform to access consumers that are drawn to patriotic values. The Company generates revenue from advertising revenues. In February 2023, the Company acquired the assets of EveryLife, Inc. (“ EveryLife Merger Agreement On July 19, 2023 (the “ Closing Colombier Merger Sub Sponsor Purchaser Representative PSQ At Closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of Class A Common Stock, par value $0.0001 per share, of Colombier (the “Colombier Class A Common Stock”) by public stockholders of Colombier: ● all options, convertible notes, warrants and other rights to subscribe for or purchase any capital stock of PSQ or securities convertible into or exchangeable for, or that otherwise conferred on the holder any right to acquire, any capital stock of PSQ which remained outstanding and had not been exercised or did not convert automatically into shares of PSQ Common Stock (as defined below) prior to the effective time of the Merger (the “ Effective Time ● each share of PSQ Common Stock, par value $0.001 per share (“ PSQ Common Stock Class A Common Stock ● each share of PSQ Common Stock held by the CEO was automatically converted into the right to receive 19.476836 shares of Class C Common Stock, par value $0.0001 per share, of the Company (“ Class C Common Stock Company Common Stock The Merger and the other transactions described in the Merger Agreement collectively herein are described as the “Business Combination”. In addition to the right of holders’ of PSQ Common Stock immediately prior to the Effective Time (the “ PSQ Stockholders Deemed Equity Holders Participating Equity Holders Earnout Shares Earnout Period ● in the event that, and upon the date during the Earnout Period on which, the volume-weighted average trading price of Class A Common Stock quoted on the New York Stock Exchange (“ NYSE Earnout Trading Price ● in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $15.00, the Participating Equity Holders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares; and ● in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $17.50, the Participating Equity Holders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares. Each share of the Company’s Class C Common Stock entitles its holder, initially the CEO, to a number of votes per share (rounded up to the nearest whole number) equal to (a) the aggregate number of outstanding shares of Class A Common Stock entitled to vote on the applicable matter as of the applicable record date plus 100, divided by (b) the aggregate number of outstanding shares of Class C Common Stock (the “ Per Share Class C Voting Power Additionally, on the Closing Date, in connection with the consummation of the Business Combination, Colombier changed its name from Colombier Acquisition Corp. to PSQ Holdings, Inc. PSQ has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● PSQ’s existing stockholders will have the ability to control decisions regarding election and removal of directors and officers of the Combined Company; ● PSQ is the larger entity in terms of substantive operations and employee base; ● PSQ will comprise the ongoing operations of the Combined Company; and ● PSQ’s existing senior management will be the senior management of the Combined Company. Accordingly, the Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP

Liquidity

Liquidity	9 Months Ended
	Sep. 30, 2023
Liquidity [Abstract]
Liquidity	Note 2 — Liquidity Historically, the Company’s primary sources of liquidity have been funds from financing activities. The Company reported net losses of $47,647,611 and $4,756,056 for the nine months ended September 30, 2023 and 2022, and had negative cash flows from operations of $12,274,951 and $4,217,078 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the Company had aggregate cash and cash equivalents of $25,255,909 and net working capital of $27,147,810. In conjunction with the consummation of the Business Combination, the Company received proceeds totaling $34,938,880 in July 2023, after giving effect to Colombier’s stockholder redemptions and before payment of transaction expenses, which will be utilized to fund operations and the Company’s growth plans. The Company believes that as a result of the Business Combination its existing cash and cash equivalents, as well as proceeds received from the Business Combination, will be sufficient to fund operations and capital needs for the next year from the date these condensed consolidated financial statements were available to be issued. The Company’s future capital requirements will depend on many factors including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company may need to raise additional financing. While there can be no assurances, the Company may need to pursue issuances of additional equity raises and debt rounds of financing. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. As a result, all significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Such estimates include, but are not limited to, revenue recognition, intangible assets, estimation of contingencies, recoverability of deferred tax assets, the incremental borrowing rate applied to lease accounting, valuation of earn out liabilities and warrant liabilities, and estimation of income taxes. Actual results may differ from our estimates. Earnings (Loss) Per Share The Company computes basic earnings (loss) per share (“ EPS Diluted earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. As of September 30, 2023, the Company’s restricted stock units (“RSUs”) and Warrants were not considered in the computation as they are anti-dilutive. As of December 31, 2022, there were no anti-dilutive shares or common stock equivalents outstanding. Revenue Recognition [1] Marketplace Revenues Advertising services Advertising revenue is generated by displaying ad products and services on the Company’s platform. Customers enter into advertising subscription arrangements. The Company recognizes revenues over-time as the ads are displayed over the subscription period so the Company is providing a service and the service is being consumed by the customer simultaneously over the period of service. In general, we report advertising revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to our customers. The Company recognizes revenue from push notifications and email blasts at a point in time when delivered. Push notifications and email blasts are considered delivered when an ad is displayed to users. When a customer enters into an advertising subscription arrangement that includes push notifications and/or email blasts, the Company allocates a portion of the total consideration to the push notification and email blast performance obligations based on the residual approach. [2] Brand Sales Product sales The Company generates revenue through the sale of diapers and wipes to consumers by way of the Company’s website. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s product, which occurs at shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. Thes fees are recorded shipping and handling expenses within cost of goods sold and are not recorded as a reduction of revenue because the Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time. Product Returns Consistent with industry practice, the Company generally offers customers a limited right of return for products purchased. The Company reviews its receivables quarterly and records a reserve, if necessary. As of September 30, 2023, the Company has not deemed it necessary to record a reserve. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. The Company maintains cash accounts with financial institutions. At times, balances in these accounts may exceed federally insured limits. No losses have been incurred to date on any deposits. Warrant Liabilities The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic, ASC 815-40, Derivatives and Hedging Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration (“Earn-out liabilities”) is measured at fair value at the acquisition date. For contingent consideration that do not meet all the criteria for equity classification, such contingent consideration are required to be recorded at their initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Inventory Inventories consist primarily of finished goods such as diapers and wipes. Inventories are stated at lower of cost or net realizable value. Cost is measured by using an adjusted standard cost method which approximates FIFO (first in, first out). The net realizable value of the Company’s inventory is estimated based on current and forecasted demand, and market conditions. The allowance for excess and obsolete inventory requires management to make assumptions and to apply judgment regarding a number of factors, including estimates applying past and projected sales performance to current inventory levels. As of September 30, 2023, no reserve for inventory has been recorded. Intangible Assets Intangible assets consist of purchased technology and brand name that were acquired through an acquisition and are amortized on a straight-line basis over useful lives ranging from 1 to 15 years. The Company reviews the recoverability of its intangible assets by comparing the carrying value of such assets to the related undiscounted value of the projected cash flows associated with the assets, or asset group. If the carrying value is found to be greater, the Company records an impairment loss for the excess of book value over fair value. No impairment of the Company’s intangible assets was recorded for the nine months ended September 30, 2023 and year ended December 31, 2022. Capitalized Software The Company capitalizes costs related to the development of its internal accounting software and certain projects for internal use in accordance with ASC 350 - Intangibles – Goodwill and Other Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible, capitalized software and lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset. Convertible Notes The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. In this case, the convertible notes represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the convertible notes date with a charge to expense in accordance with ASC-480 - Distinguishing Liabilities from Equity Leases The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ ROU Operating leases are included in the ROU assets and lease liabilities on the condensed consolidated balance sheets. The Company has no finance leases. Share Based Compensation The Company recognizes an expense for share-based compensation awards based on the estimated fair value of the award on the date of grant. As of September 30, 2023 there were 3,115,989 RSUs outstanding. At December 31, 2022, there were no board approved grants of share-based compensation awards. Research and Development The Company expenses research and development costs as incurred, except for certain internal-use software development costs, which may be capitalized as noted above. Research and development expenses consist primarily of software development costs, including employee compensation and external contractors, associated with the ongoing development of the Company’s technology. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 — Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data. Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement. On February 23, 2023, the Company acquired the assets of EveryLife by way of a stock for stock exchange (See Note 5 “Asset Acquisition”). The assets acquired have been recorded at their relative fair value based on a valuation obtained by the Company using the market approach. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including accounts receivable, accounts payable, accrued expenses, debt at fixed interest rates, and other liabilities approximate fair value due to their relatively short maturities. The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year. For the three and nine months ended September 30, 2023 no transfers between levels have been recognized. Segment Reporting Operating segments are defined as components of an entity for which separate discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company has determined that the Company has two reportable segments comprised of Marketplace and Brands. Recent Accounting Pronouncements The Company has assessed the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company’s condensed consolidated financial statements as well as material updates to previous assessments, if any, to the Company’s annual audited financial statements and notes thereto included in our Form S-4 for the year ended December 31, 2022.

Recapitalization

Recapitalization	9 Months Ended
	Sep. 30, 2023
Recapitalization [Abstract]
Recapitalization	Note 4 — Recapitalization As discussed in Note 1, “Organization and Business Operations”, the Business Combination was consummated on July 19, 2023, which, for accounting purposes, was treated as the equivalent of PSQ issuing stock for the net assets of Colombier, accompanied by recapitalization. Under this method of accounting, Colombier was treated as the acquired company for financial accounting and reporting purposes under GAAP. Transaction Proceeds Upon closing of the Business Combination, the Company received gross proceeds of $34.9 million from the Business Combination, offset by total transaction costs of $16.8 million. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ equity for the period ended September 30, 2023: Cash-trust and cash, net of redemptions $ 34,938,880 Less: transaction costs and advisory fees, paid (16,834,686 ) Net proceeds from the Business Combination 18,104,194 Less: public and private placement warrant liabilities (8,816,500 ) Less: earn-out liabilities (2,400,000 ) Add: amounts paid in advance 2,570,919 Add: Transaction costs in accounts payable and accrued expenses 2,967,393 Reverse recapitalization, net $ 12,426,006 The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: Colombier Class A common stock, outstanding prior to the Business Combination 17,250,000 Less: Redemption of Colombier Class A common stock (13,827,349 ) Class A common stock of Colombier 3,422,651 Colombier Class B common stock, outstanding prior to the Business Combination 4,312,500 Business Combination shares 7,735,151 PSQ Shares 21,522,825 Common Stock immediately after the Business Combination 29,257,976 The number of PSQ shares was determined as follows: PSQ Shares PSQ Class A Common Stock 940,044 18,309,147 Class C Common Stock 165,000 3,213,678 Total 1,105,044 21,522,825 Public and private placement warrants The Public Warrants issued in the IPO and 5,700,000 warrants issued in connection with private placement at the time of Colombier’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company (see Note 9). Redemption Prior to the closing of the Business Combination, certain Colombier public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 13,827,349 shares of Colombier Class A common stock for an aggregate payment of $141,151,432. Transactions costs For the three and nine months ended September 30, 2023, transaction costs incurred within the condensed consolidated statements of operations were as follows: Three months Nine months Accounting fees $ 247,912 $ 756,257 Legal fees 1,818,914 5,049,149 Travel and other expenses 331,971 331,971 One-time share-based payment to influencers and advisors 910,800 910,800 Total $ 3,309,597 $ 7,048,177

Asset Acquisition

Asset Acquisition	9 Months Ended
	Sep. 30, 2023
Asset Acquisition [Abstract]
Asset Acquisition	Note 5 — Asset Acquisition EveryLife Inc. On February 23, 2023, the Company acquired the assets of EveryLife by way of a stock for stock exchange. Pursuant to that agreement, the Company acquired a brand name in exchange for 55,000 shares of the Company’s common stock. Through the stock for stock exchange agreement, the Company acquired EveryLife’s marketing related intangibles which consist of a brand name. This acquisition was accounted for as an asset purchase. The cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values and shall not give rise to goodwill. The following table presents the acquisition date fair value of the asset acquired: Assets acquired: Balance – January 1, 2023 $ - Issuance of common stock at fair value 1,334,850 Balance – March 31, 2023 1,334,850 Legal costs capitalized 42,611 Balance – September 30, 2023 $ 1,377,461

Intangible Assets, Net

Intangible Assets, Net	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	Note 6 — Intangible Assets, Net The following table summarizes intangible assets, net: Useful September 30, December 31, Capitalized software development costs 1-5 years $ 4,016,771 $ 2,177,053 Purchased technology 1-15 years 72,488 28,500 Brand name 10 years 1,377,461 - Total intangible assets 5,466,720 2,205,553 Less: Accumulated amortization (2,934,657 ) (937,880 ) Total intangible assets, net $ 2,532,063 $ 1,267,673 Amortization expenses were $716,469 and $202,723 for the three months ended September 30, 2023 and 2022, respectively and $1,996,777 and $475,872 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, estimated future amortization expense is expected as follows: Remainder of 2023 $ 402,004 2024 322,127 2025 322,127 2026 322,127 2027 322,127 Thereafter 841,551 $ 2,532,063

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	Note 7 — Leases Since inception, the Company has entered into three leases for office suites in California, two were short-term and one lease was long-term and expires in 2024. Termination of the lease is prohibited unless there is a violation under the lease agreement. The lease has escalating payments from $15,538 per month to $16,719 per month. In determining the length of the lease term, the Company determined there was no embedded extension option. At lease commencement date, the Company estimated the lease liability and the right-of-use assets at present value using the Company’s estimated incremental borrowing rate of 10.5% Additionally, in October 2023, the Company has entered into a new sublease in Florida, which will become the new headquarters (see Note 15). Rent expense under the operating leases included in the results of operations, inclusive of common area maintenance charges and real estate taxes, was $108,827 and $29,589 for the three months ended September 30, 2023 and 2022, respectively and $220,895 and $72,131 for the nine months ended September 30, 2023 and 2022, respectively. The following amounts were recorded in the Company’s condensed consolidated balance sheets relating to its operating lease and other supplemental information: September 30, December 31, ROU assets $ 164,304 $ 293,520 Lease liabilities: Current lease liabilities $ 168,608 $ 169,275 Non-current lease liabilities - 129,762 Total lease liabilities $ 168,608 $ 299,037 Other supplemental information: Weighted average remaining lease term 0.92 years 2 years Weighted average discount rate 10.50 % 10.50 % The following table presents the lease payments relating to the Company’s operating leases: Fiscal Year September 30, 2023 December 31, Remainder of 2023 $ 48,013 $ 191,183 2024 128,035 133,753 Total lease payments 176,048 324,936 Less: imputed interest (7,440 ) (25,899 ) Present value of operating lease liabilities $ 168,608 $ 299,037

Convertible Promissory Notes

Convertible Promissory Notes	9 Months Ended
	Sep. 30, 2023
Convertible Promissory Notes [Abstract]
Convertible Promissory Notes	Note 8 — Convertible Promissory Notes During the nine months ended September 30, 2023, the Company issued convertible promissory notes (the “ Notes As described in Note 1, on July 19, 2023, the Company consummated the Business Combination and became a publicly-traded company at which time the balance under each Note converted automatically into shares of PSQ Common Stock at a conversion price per share based upon an implied $100 million fully diluted pre-money valuation, excluding the Notes. The Notes are required to be recorded at their initial fair value on the date of issuance under ASC 480-10-25-14, and each balance sheet date thereafter. Changes in the estimated fair value of the Notes are recognized as non-cash gains or losses in the condensed consolidated statements of operations. The change in the fair value of the Notes measured with Level 3 inputs for the three and nine months ended September 30, 2023 is summarized as follows: Convertible Fair value as of January 1, 2023 $ - Principal balance of convertible notes issued 2,050,000 Change in valuation inputs or other assumptions 1,147,905 Fair value as of March 31, 2023 3,197,905 Principal balance of convertible notes issued 20,450,000 Change in valuation inputs or other assumptions 13,423,204 Fair value as of June 30, 2023 37,071,109 Conversion of convertible notes (37,071,109 ) Fair value as of September 30, 2023 $ -

Warrant Liabilities

Warrant Liabilities	9 Months Ended
	Sep. 30, 2023
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 9 — Warrant Liabilities As part of Colombier’s initial public offering (“IPO”), Colombier issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Colombier completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. At September 30, 2023, there are 5,750,000 Public Warrants and 5,700,000 Private Placement warrants outstanding. These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. The Public Warrants and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value as of the Closing Date, with an offsetting entry to additional paid-in capital and adjusts the carrying value of the instruments to fair value through other income (expense) on the condensed consolidated statement of operations at each reporting period until they are exercised. As of September 30, 2023, the Public Warrants and Private Placement Warrants are presented within warrants on the condensed consolidated balance sheet.

Related Parties

Related Parties	9 Months Ended
	Sep. 30, 2023
Related Parties [Abstract]
Related Parties	Note 10 — Related Parties On August 25, 2023, the Company and its former Chief Operating Officer (“COO”) entered into a separation and release of claims agreement (the “Separation Agreement”) providing for the COO’s departure from his position to pursue other business opportunities. The effective date of the COO’s departure was August 25, 2023 (the “Separation Date”). Pursuant to the Separation Agreement, the COO is entitled to receive continued payment of his 2023 annual base salary for a period of 12 months, subject to his compliance with the Separation Agreement, including a release of claims in favor of the Company, certain restrictive covenants described below and the forfeiture to the Company by the COO of 1,704,223 shares of the Company’s Class A common stock. In addition, the Separation Agreement provides that the COO will not be granted further equity of the Company, including restricted stock units or earnout compensation; however, the COO remains eligible to receive certain earnout compensation as a former shareholder of PublicSq. Inc. Subject to eligibility, the Separation Agreement provides for continued payment by the Company of the Company’s share of COBRA premiums for the COO’s health benefit coverage for a period of up to 12 months following the Separation Date. The Separation Agreement also provides for, among other things, non-disclosure and non-solicitation obligations applicable to the COO and mutual non-disparagement obligations. In August 2023, the Company signed a one-year strategic consulting agreement with a consulting company that is controlled by a board member. The consulting company was engaged by the Company to provide strategic advice and assistance to the Company in connection with capital markets strategy, acquisition strategy, investor relations strategy, and other strategic matters for a fixed fee of $80,000 per month plus expenses. As of September 30, 2023, the Company has incurred and paid $160,000 relating to this agreement. In June 2023, the Company signed a consulting agreement with a board member to provide advisory services to EveryLife. In exchange the board member receives $10,000 per month and 40,000 RSUs to vest at the completion of the consulting agreement. As of September 30, 2023, the Company has incurred and paid $40,000 relating to this agreement.

Share Based Compensation

Share Based Compensation	9 Months Ended
	Sep. 30, 2023
Share Based Compensation [Abstract]
Share Based Compensation	Note 11 — Share Based Compensation On July 25, 2023, the Board of Directors of the Company approved the PSQ Holdings, Inc. 2023 Stock Incentive Plan as well as the 2023 Employee Stock Purchase Plan, whereby it may grant to certain employees, consultants and advisors an award, such as (a) incentive stock options, (b) non-qualified stock options, (c) restricted stock and (d) RSUs, of the Company. 2023 Stock incentive plan Awards may be made under the Plan for up to such number of shares of Class A common stock, $0.0001 par value per share, of the Company (the “ Class A Common Stock (A) a number of shares of Class A Common Stock equal to fifteen percent (15%) of the outstanding shares of all classes of Company common stock, $0.0001 par value per share (“ Company Common Stock (B) an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2024 and continuing for each fiscal year until, and including, January 1, 2033, equal to the lesser of (i) 1% of the outstanding shares of all classes of Company Common Stock on such date and (ii) the number of shares of Class A Common Stock determined by the Board. 2023 Employee Stock Purchase plan The purpose of this plan is to provide eligible employees opportunities to purchase shares of the Company’s Class A common stock. For this purpose, the Board approved 600,000 shares of Class A Common stock, plus an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2024 and continuing for each fiscal year until, and including, January 1, 2033, equal to the least of (i) 425,000 shares of Class A Common Stock, (ii) 1% of the outstanding shares of all classes of Company common stock, $0.0001 par value per share, on such date and (iii) a number of shares of Class A Common Stock determined by the Board. Restricted Stock Units During the three months ended September 30, 2023, the Company issued RSU’s under the 2023 Stock Incentive Plan to employees, advisors, and board of directors. Each RSU entitles the recipient to one share of our common stock upon vesting. The Company measures the fair value of RSUs using the stock price on the date of grant. Share-based compensation expense for RSUs is recorded ratably over their vesting period. A summary of the activity with respect to, and status of, RSUs during the nine-month period ended September 30, 2023 is presented below: Number of Weighted Unvested as of January 1, 2023 - Granted 3,115,989 $ 10.12 Vested (131,568 ) Unvested as of September 30, 2023 2,984,421 $ 10.12 As of September 30, 2023, unrecognized compensation cost related to the grant of RSUs was approximately $22.4 million. Unvested outstanding RSUs as of September 30, 2023 had a weighted average remaining vesting period of 3.0 years. Share based compensation relating to earn-out As more fully described in Note 1, certain executive officers, employees and service providers of PSQ will be entitled to receive up to 3,000,000 shares of Class A Common Stock (the “ Earnout Shares Earnout Period In accordance with ASC 718, these are awards granted with a market condition. The effect of this market condition was reflected in the grant-date fair value of an award. The fair value of the shares was estimated using a Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. Below are the key assumptions used in valuing the earn-out shares: As of 9/30/2023 PSQH Stock Price $ 9.08 Volatility 40 % Risk free rate of return 4.6 % Expected term (in years) 4.8 During the three and nine months ended September 30, 2023, the Company recorded $767,719 of share-based compensation expense, related to the earn-out shares. During the three and nine months ended September 30, 2023, the Company recorded the following share-based compensation expense, related to RSUs and earn-out shares: For the three and Cost of sales $ 2,239 General and administrative expenses 587,717 Transaction incurred in connection with the Business Combination 910,800 Research and development 201,810 Sales and marketing 393,323 $ 2,095,889

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 12 — Fair Value Measurements We account for certain liabilities at fair value and classify these liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). Liabilities subject to fair value measurements are as follows: As of September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities – Public Warrants (1) $ - $ - $ 7,992,500 $ 7,992,500 Warrant liabilities – Private placement warrants (1) - - 8,607,000 8,607,000 Earn-out liabilities (2) - - 1,950,000 1,950,000 Total liabilities $ - $ - $ 18,549,500 $ 18,549,500 (1) Public Warrants and Private Placement Warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. (2) The fair value of the earn-out liabilities was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. The following table presents the changes in fair value of the public and private placements warrants: For the For the Liability at beginning of the period $ — $ — Assumed in the Business Combination 8,816,500 8,816,500 Change in fair value 7,783,000 7,783,000 Balance as of September 30, 2023 $ 16,599,500 $ 16,599,500 The following table presents the changes in fair value of the earn-out liabilities: For the For the Liability at beginning of the period $ — $ — Assumed in the Business Combination 2,400,000 2,400,000 Change in fair value (450,000 ) (450,000 ) Balance as of September 30, 2023 $ 1,950,000 $ 1,950,000

Segments

Segments	9 Months Ended
	Sep. 30, 2023
Segments [Abstract]
Segments	Note 13 — Segments The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers the chief executive officer to be its CODM. As of September 30, 2023, the Company’s operating and reportable segments include: ● Marketplace: ● Brands: The CODM measures and evaluates the Company’s performance based on gross revenue and Segment Earnings Before Interest, Taxes, depreciation, and amortization (“EBITDA”). Adjusted EBITDA is defined as earnings (loss) from operations less depreciation and amortization, share based compensation and transaction costs. Earnings (loss) from operations excludes interest, interest expense, (gain) loss on sale of equipment, change in fair value of financial instruments and other expenses. The Company believes that Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses. Segment performance, as defined by the Company, is not necessarily comparable to other similarly titled captions of other companies. The following tables set forth the Company’s revenues, net and adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Revenues, net: Marketplace Advertising sales $ 875,546 $ 124,634 $ 1,783,287 $ 197,575 Brands Product sales 1,387,951 - 1,387,951 - Returns and discounts (232,597 ) - (232,597 ) - Total Brand revenues, net 1,155,354 - 1,155,354 - Total revenues, net $ 2,030,900 $ 124,634 $ 2,938,641 $ 197,575 For the three months ended For the nine months ended 2023 2022 2023 2022 Adjusted EBITDA: Marketplace EBITDA $ (6,339,765 ) $ (1,922,347 ) $ (14,082,492 ) $ (4,290,320 ) Brands EBITDA (1,384,997 ) - (1,384,997 ) - Total adjusted EBITDA (7,724,762 ) (1,922,347 ) (15,467,489 ) (4,290,320 ) Transaction costs incurred in connection with the Business Combination (3,309,597 ) - (7,048,177 ) - Share-based compensation (exclusive of what is included in transaction costs above) (1,185,089 ) - (1,185,089 ) - Depreciation and amortization (759,745 ) (203,489 ) (2,004,319 ) (477,405 ) Other income, net 119,957 328 173,644 8,174 Change in fair value of warrant liabilities (7,783,000 ) - (7,783,000 ) - Change in fair value of earn-out liabilities 450,000 - 450,000 - Change in fair value of convertible notes - - (14,571,109 ) - Income tax benefit (expense) 262 4,208 (1,527 ) 3,495 Interest expense, net (46,690 ) - (210,545 ) - Net loss $ (20,238,664 ) $ (2,121,300 ) $ (47,647,611 ) $ (4,756,056 ) No asset information has been disclosed as the CODM does not regularly review asset information by reportable segment.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 14 — Commitments and Contingencies Advertising Commitment In April 2023, the Company entered into an advertising agreement with a media group for the purpose of promoting the Company and its services on a national platform. In connection with this agreement, the Company committed to pay $377,000 in eight monthly installments. As of September 30, 2023, the Company has recorded and paid $235,625 of this commitment. In May 2023, the Company entered into a sponsorship agreement with a media group for the purpose of promoting the Company and its services on a national platform. In connection with this agreement, the Company committed to pay $485,000 in two equal installments. As of September 30, 2023, the Company has recorded and paid $242,500 of this commitment. Other Legal Matters From time to time in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At September 30, 2023 and December 31, 2022, the Company did not have any pending claims, charges or litigation that were expected to have a material adverse impact on its financial position, results of operations or cash flows.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 15 — Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, from the condensed consolidated balance sheet date through November 14, 2023, the date the condensed consolidated financial statements were available to be issued. In October 2023, the Company entered into a one-year advertising agreement with a media group for the purpose of promoting the Company and its services on a national platform. In connection with this agreement, the Company committed to pay $1,000,000 in six equal installments. As previously announced the Company relocated its headquarters from California to Florida. In October 2023, the Company entered into a lease agreement. Effective October 1, 2023, the Company will be expected to pay base rent in the amount of $16,457 per month through January 30, 2025.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. As a result, all significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Such estimates include, but are not limited to, revenue recognition, intangible assets, estimation of contingencies, recoverability of deferred tax assets, the incremental borrowing rate applied to lease accounting, valuation of earn out liabilities and warrant liabilities, and estimation of income taxes. Actual results may differ from our estimates.
Earnings (Loss) Per Share	Earnings (Loss) Per Share The Company computes basic earnings (loss) per share (“ EPS Diluted earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. As of September 30, 2023, the Company’s restricted stock units (“RSUs”) and Warrants were not considered in the computation as they are anti-dilutive. As of December 31, 2022, there were no anti-dilutive shares or common stock equivalents outstanding.
Revenue Recognition	Revenue Recognition [1] Marketplace Revenues Advertising services Advertising revenue is generated by displaying ad products and services on the Company’s platform. Customers enter into advertising subscription arrangements. The Company recognizes revenues over-time as the ads are displayed over the subscription period so the Company is providing a service and the service is being consumed by the customer simultaneously over the period of service. In general, we report advertising revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to our customers. The Company recognizes revenue from push notifications and email blasts at a point in time when delivered. Push notifications and email blasts are considered delivered when an ad is displayed to users. When a customer enters into an advertising subscription arrangement that includes push notifications and/or email blasts, the Company allocates a portion of the total consideration to the push notification and email blast performance obligations based on the residual approach. [2] Brand Sales Product sales The Company generates revenue through the sale of diapers and wipes to consumers by way of the Company’s website. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s product, which occurs at shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. Thes fees are recorded shipping and handling expenses within cost of goods sold and are not recorded as a reduction of revenue because the Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time. Product Returns Consistent with industry practice, the Company generally offers customers a limited right of return for products purchased. The Company reviews its receivables quarterly and records a reserve, if necessary. As of September 30, 2023, the Company has not deemed it necessary to record a reserve.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. The Company maintains cash accounts with financial institutions. At times, balances in these accounts may exceed federally insured limits. No losses have been incurred to date on any deposits.
Warrant Liabilities	Warrant Liabilities The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic, ASC 815-40, Derivatives and Hedging
Business Combinations	Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration (“Earn-out liabilities”) is measured at fair value at the acquisition date. For contingent consideration that do not meet all the criteria for equity classification, such contingent consideration are required to be recorded at their initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.
Inventory	Inventory
Intangible Assets	Intangible Assets Intangible assets consist of purchased technology and brand name that were acquired through an acquisition and are amortized on a straight-line basis over useful lives ranging from 1 to 15 years. The Company reviews the recoverability of its intangible assets by comparing the carrying value of such assets to the related undiscounted value of the projected cash flows associated with the assets, or asset group. If the carrying value is found to be greater, the Company records an impairment loss for the excess of book value over fair value. No impairment of the Company’s intangible assets was recorded for the nine months ended September 30, 2023 and year ended December 31, 2022.
Capitalized Software	Capitalized Software The Company capitalizes costs related to the development of its internal accounting software and certain projects for internal use in accordance with ASC 350 - Intangibles – Goodwill and Other
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible, capitalized software and lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset.
Convertible Notes	Convertible Notes The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. In this case, the convertible notes represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the convertible notes date with a charge to expense in accordance with ASC-480 - Distinguishing Liabilities from Equity
Leases	Leases The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ ROU Operating leases are included in the ROU assets and lease liabilities on the condensed consolidated balance sheets. The Company has no finance leases.
Share Based Compensation	Share Based Compensation The Company recognizes an expense for share-based compensation awards based on the estimated fair value of the award on the date of grant. As of September 30, 2023 there were 3,115,989 RSUs outstanding. At December 31, 2022, there were no board approved grants of share-based compensation awards.
Research and Development	Research and Development The Company expenses research and development costs as incurred, except for certain internal-use software development costs, which may be capitalized as noted above. Research and development expenses consist primarily of software development costs, including employee compensation and external contractors, associated with the ongoing development of the Company’s technology.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 — Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data. Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement. On February 23, 2023, the Company acquired the assets of EveryLife by way of a stock for stock exchange (See Note 5 “Asset Acquisition”). The assets acquired have been recorded at their relative fair value based on a valuation obtained by the Company using the market approach. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including accounts receivable, accounts payable, accrued expenses, debt at fixed interest rates, and other liabilities approximate fair value due to their relatively short maturities. The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year. For the three and nine months ended September 30, 2023 no transfers between levels have been recognized.
Segment Reporting	Segment Reporting Operating segments are defined as components of an entity for which separate discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company has determined that the Company has two reportable segments comprised of Marketplace and Brands.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has assessed the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company’s condensed consolidated financial statements as well as material updates to previous assessments, if any, to the Company’s annual audited financial statements and notes thereto included in our Form S-4 for the year ended December 31, 2022.

Recapitalization (Tables)

Recapitalization (Tables)	9 Months Ended
	Sep. 30, 2023
Recapitalization [Abstract]
Schedule of Business Combination to the Condensed Consolidated Statements of Cash Flows	The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ equity for the period ended September 30, 2023: Cash-trust and cash, net of redemptions $ 34,938,880 Less: transaction costs and advisory fees, paid (16,834,686 ) Net proceeds from the Business Combination 18,104,194 Less: public and private placement warrant liabilities (8,816,500 ) Less: earn-out liabilities (2,400,000 ) Add: amounts paid in advance 2,570,919 Add: Transaction costs in accounts payable and accrued expenses 2,967,393 Reverse recapitalization, net $ 12,426,006
Schedule of Common Stock Issued Immediately	The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: Colombier Class A common stock, outstanding prior to the Business Combination 17,250,000 Less: Redemption of Colombier Class A common stock (13,827,349 ) Class A common stock of Colombier 3,422,651 Colombier Class B common stock, outstanding prior to the Business Combination 4,312,500 Business Combination shares 7,735,151 PSQ Shares 21,522,825 Common Stock immediately after the Business Combination 29,257,976
Schedule of Number of PSQ Shares	The number of PSQ shares was determined as follows: PSQ Shares PSQ Class A Common Stock 940,044 18,309,147 Class C Common Stock 165,000 3,213,678 Total 1,105,044 21,522,825
Schedule of Transaction Costs	For the three and nine months ended September 30, 2023, transaction costs incurred within the condensed consolidated statements of operations were as follows: Three months Nine months Accounting fees $ 247,912 $ 756,257 Legal fees 1,818,914 5,049,149 Travel and other expenses 331,971 331,971 One-time share-based payment to influencers and advisors 910,800 910,800 Total $ 3,309,597 $ 7,048,177

Asset Acquisition (Tables)

Asset Acquisition (Tables)	9 Months Ended
	Sep. 30, 2023
Asset Acquisition [Abstract]
Schedule of Table Presents the Acquisition Date Fair Value	The following table presents the acquisition date fair value of the asset acquired: Assets acquired: Balance – January 1, 2023 $ - Issuance of common stock at fair value 1,334,850 Balance – March 31, 2023 1,334,850 Legal costs capitalized 42,611 Balance – September 30, 2023 $ 1,377,461

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets, Net	The following table summarizes intangible assets, net: Useful September 30, December 31, Capitalized software development costs 1-5 years $ 4,016,771 $ 2,177,053 Purchased technology 1-15 years 72,488 28,500 Brand name 10 years 1,377,461 - Total intangible assets 5,466,720 2,205,553 Less: Accumulated amortization (2,934,657 ) (937,880 ) Total intangible assets, net $ 2,532,063 $ 1,267,673
Schedule of Estimated Future Amortization Expense	As of September 30, 2023, estimated future amortization expense is expected as follows: Remainder of 2023 $ 402,004 2024 322,127 2025 322,127 2026 322,127 2027 322,127 Thereafter 841,551 $ 2,532,063

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of Condensed Consolidated Balance Sheets Relating To Its Operating Lease and Other Supplemental Information	The following amounts were recorded in the Company’s condensed consolidated balance sheets relating to its operating lease and other supplemental information: September 30, December 31, ROU assets $ 164,304 $ 293,520 Lease liabilities: Current lease liabilities $ 168,608 $ 169,275 Non-current lease liabilities - 129,762 Total lease liabilities $ 168,608 $ 299,037 Other supplemental information: Weighted average remaining lease term 0.92 years 2 years Weighted average discount rate 10.50 % 10.50 %
Schedule of Lease Payments Relating to the Company’s Operating Leases	The following table presents the lease payments relating to the Company’s operating leases: Fiscal Year September 30, 2023 December 31, Remainder of 2023 $ 48,013 $ 191,183 2024 128,035 133,753 Total lease payments 176,048 324,936 Less: imputed interest (7,440 ) (25,899 ) Present value of operating lease liabilities $ 168,608 $ 299,037

Convertible Promissory Notes (T

Convertible Promissory Notes (Tables)	9 Months Ended
	Sep. 30, 2023
Convertible Promissory Notes [Abstract]
Schedule of Fair Value of the Notes	The change in the fair value of the Notes measured with Level 3 inputs for the three and nine months ended September 30, 2023 is summarized as follows: Convertible Fair value as of January 1, 2023 $ - Principal balance of convertible notes issued 2,050,000 Change in valuation inputs or other assumptions 1,147,905 Fair value as of March 31, 2023 3,197,905 Principal balance of convertible notes issued 20,450,000 Change in valuation inputs or other assumptions 13,423,204 Fair value as of June 30, 2023 37,071,109 Conversion of convertible notes (37,071,109 ) Fair value as of September 30, 2023 $ -

Share Based Compensation (Table

Share Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Share Based Compensation [Abstract]
Schedule of Activity with Respect Status of, RSUs	A summary of the activity with respect to, and status of, RSUs during the nine-month period ended September 30, 2023 is presented below: Number of Weighted Unvested as of January 1, 2023 - Granted 3,115,989 $ 10.12 Vested (131,568 ) Unvested as of September 30, 2023 2,984,421 $ 10.12
Schedule of Common Stock and Current Interest Rates	The fair value of the earn-out shares was estimated using a Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. Below are the key assumptions used in valuing the earn-out shares: As of 9/30/2023 PSQH Stock Price $ 9.08 Volatility 40 % Risk free rate of return 4.6 % Expected term (in years) 4.8
Schedule of Share-Based Compensation Expense	During the three and nine months ended September 30, 2023, the Company recorded the following share-based compensation expense, related to RSUs and earn-out shares: For the three and Cost of sales $ 2,239 General and administrative expenses 587,717 Transaction incurred in connection with the Business Combination 910,800 Research and development 201,810 Sales and marketing 393,323 $ 2,095,889

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Liabilities Subject to Fair Value Measurements	Liabilities subject to fair value measurements are as follows: As of September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities – Public Warrants (1) $ - $ - $ 7,992,500 $ 7,992,500 Warrant liabilities – Private placement warrants (1) - - 8,607,000 8,607,000 Earn-out liabilities (2) - - 1,950,000 1,950,000 Total liabilities $ - $ - $ 18,549,500 $ 18,549,500 (1) Public Warrants and Private Placement Warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. (2) The fair value of the earn-out liabilities was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates.
Schedule of Changes in Fair Value of the Public and Private Placements Warrants	The following table presents the changes in fair value of the public and private placements warrants: For the For the Liability at beginning of the period $ — $ — Assumed in the Business Combination 8,816,500 8,816,500 Change in fair value 7,783,000 7,783,000 Balance as of September 30, 2023 $ 16,599,500 $ 16,599,500 For the For the Liability at beginning of the period $ — $ — Assumed in the Business Combination 2,400,000 2,400,000 Change in fair value (450,000 ) (450,000 ) Balance as of September 30, 2023 $ 1,950,000 $ 1,950,000

Segments (Tables)

Segments (Tables)	9 Months Ended
	Sep. 30, 2023
Segments [Abstract]
Schedule of Company’s Revenues	The following tables set forth the Company’s revenues, net and adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Revenues, net: Marketplace Advertising sales $ 875,546 $ 124,634 $ 1,783,287 $ 197,575 Brands Product sales 1,387,951 - 1,387,951 - Returns and discounts (232,597 ) - (232,597 ) - Total Brand revenues, net 1,155,354 - 1,155,354 - Total revenues, net $ 2,030,900 $ 124,634 $ 2,938,641 $ 197,575
Schedule of Segment	For the three months ended For the nine months ended 2023 2022 2023 2022 Adjusted EBITDA: Marketplace EBITDA $ (6,339,765 ) $ (1,922,347 ) $ (14,082,492 ) $ (4,290,320 ) Brands EBITDA (1,384,997 ) - (1,384,997 ) - Total adjusted EBITDA (7,724,762 ) (1,922,347 ) (15,467,489 ) (4,290,320 ) Transaction costs incurred in connection with the Business Combination (3,309,597 ) - (7,048,177 ) - Share-based compensation (exclusive of what is included in transaction costs above) (1,185,089 ) - (1,185,089 ) - Depreciation and amortization (759,745 ) (203,489 ) (2,004,319 ) (477,405 ) Other income, net 119,957 328 173,644 8,174 Change in fair value of warrant liabilities (7,783,000 ) - (7,783,000 ) - Change in fair value of earn-out liabilities 450,000 - 450,000 - Change in fair value of convertible notes - - (14,571,109 ) - Income tax benefit (expense) 262 4,208 (1,527 ) 3,495 Interest expense, net (46,690 ) - (210,545 ) - Net loss $ (20,238,664 ) $ (2,121,300 ) $ (47,647,611 ) $ (4,756,056 )

Organization and Business Ope_2

Organization and Business Operations (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Feb. 28, 2023	Dec. 31, 2022
Organization and Business Operations [Line Items]
Shares issued	1,105,044
Aggregate earnout shares	1,000,000
Voting power percentage	52.62%
Minimum [Member]
Organization and Business Operations [Line Items]
Earnout trading price per share	$ 15
Maximum [Member]
Organization and Business Operations [Line Items]
Earnout trading price per share	17.5
PSQ Common Stock [Member]
Organization and Business Operations [Line Items]
Common stock, par value	$ 0.0001
Common Class A [Member]
Organization and Business Operations [Line Items]
Shares issued	940,044
Common stock, par value	$ 0.0001		$ 0.0001
Common stock shares issued	24,340,075		11,806,007
Earnout trading price per share	$ 12.5
Aggregate earnout shares	1,000,000
Class C Common Stock [Member]
Organization and Business Operations [Line Items]
Shares issued	165,000
Common stock, par value	$ 0.0001		$ 0.0001
Common stock shares issued	3,213,678		3,213,678
Michael Seifert [Member] | PSQ Common Stock [Member]
Organization and Business Operations [Line Items]
Common stock shares issued	19.476836
Mr. Seifert [Member] | Common Class A [Member]
Organization and Business Operations [Line Items]
Common stock shares issued	19.476836
Mr. Seifert [Member]
Organization and Business Operations [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100%
NYSE [Member]
Organization and Business Operations [Line Items]
Aggregate earnout shares	1,000,000
EveryLife, Inc. [Member]
Organization and Business Operations [Line Items]
Shares issued		55,000
PSQ Common Stock [Member] | Common Class A [Member]
Organization and Business Operations [Line Items]
Common stock, par value	$ 0.001
Common stock shares issued	3,000,000
Deemed Equity Holders [Member] | Common Class A [Member]
Organization and Business Operations [Line Items]
Common stock shares issued	3,000,000

Liquidity (Details)

Liquidity (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Jul. 31, 2023	Dec. 31, 2022
Liquidity [Line Items]
Net loss	$ (20,238,664)	$ (20,721,307)	$ (6,687,640)	$ (2,121,300)	$ (1,614,945)	$ (1,019,811)	$ (47,647,611)	$ (4,756,056)
Cash flows from operations							(12,274,951)	$ (4,217,078)
Cash and cash equivalents	25,255,909						25,255,909			$ 2,330,405
Working capital	$ 27,147,810						$ 27,147,810
Business Combination [Member]
Liquidity [Line Items]
Received proceeds									$ 34,938,880

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Summary of Significant Accounting Policies [Line Items]
Research and development expense	$ 80,244	$ 34,776	$ 1,015,540	$ 139,199
Capitalized software development costs	$ 4,016,771		$ 4,016,771		$ 2,177,053
Two reportable segements			2
Intangible Assets [Member] | Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Intangible assets useful lives	1 year		1 year
Intangible Assets [Member] | Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Intangible assets useful lives	15 years		15 years
RSU [Member]
Summary of Significant Accounting Policies [Line Items]
Shares outstanding (in Shares) | shares	3,115,989		3,115,989

Recapitalization (Details)

Recapitalization (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) shares
Recapitalization [Line Items]
Gross proceeds	$ 34,900,000
Total transaction costs	$ 16,800,000
Redemption shares (in Shares) | shares	13,827,349
Aggregate payment	$ 141,151,432
Public Warrants [Member]
Recapitalization [Line Items]
Warrants issued (in Shares) | shares	5,700,000

Recapitalization (Details) - Sc

Recapitalization (Details) - Schedule of Business Combination to the Condensed Consolidated Statements of Cash Flows	9 Months Ended
	Sep. 30, 2023 USD ($)
Schedule of Business Combination to the Condensed Consolidated Statements of Cash Flows [Abstract]
Cash-trust and cash, net of redemptions	$ 34,938,880
Less: transaction costs and advisory fees, paid	(16,834,686)
Net proceeds from the Business Combination	18,104,194
Less: public and private placement warrant liabilities	(8,816,500)
Less: earn-out liabilities	(2,400,000)
Add: amounts paid in advance	2,570,919
Add: Transaction costs in accounts payable and accrued expenses	2,967,393
Reverse recapitalization, net	$ 12,426,006

Recapitalization (Details) - _2

Recapitalization (Details) - Schedule of Common Stock Issued Immediately	Sep. 30, 2023 shares
Class A Common Stock [Member]
Recapitalization (Details) - Schedule of Common Stock Issued Immediately [Line Items]
Colombier, outstanding prior to the Business Combination	17,250,000
Less: Redemption of Colombier Class A common stock	(13,827,349)
Class A common stock of Colombier	3,422,651
Business Combination shares	7,735,151
PSQ Shares	21,522,825
Common Stock immediately after the Business Combination	29,257,976
Class B Common Stock [Member]
Recapitalization (Details) - Schedule of Common Stock Issued Immediately [Line Items]
Colombier, outstanding prior to the Business Combination	4,312,500

Recapitalization (Details) - _3

Recapitalization (Details) - Schedule of Number of PSQ Shares	9 Months Ended
	Sep. 30, 2023 shares
Recapitalization (Details) - Schedule of Number of PSQ Shares [Line Items]
PSQ Shares	1,105,044
PSQ Shares after conversion ratio	21,522,825
Class A Common Stock [Member]
Recapitalization (Details) - Schedule of Number of PSQ Shares [Line Items]
PSQ Shares	940,044
PSQ Shares after conversion ratio	18,309,147
Class C Common Stock [Member]
Recapitalization (Details) - Schedule of Number of PSQ Shares [Line Items]
PSQ Shares	165,000
PSQ Shares after conversion ratio	3,213,678

Recapitalization (Details) - _4

Recapitalization (Details) - Schedule of Transaction Costs - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of Transaction Costs [Abstract]
Accounting fees	$ 247,912		$ 756,257
Legal fees	1,818,914		5,049,149
Travel and other expenses	331,971		331,971
One-time share-based payment to influencers and advisors	910,800		910,800
Total	$ 3,309,597		$ 7,048,177

Asset Acquisition (Details)

Asset Acquisition (Details)	Feb. 23, 2023 shares
Asset Acquisition [Abstract]
Common stock	55,000

Asset Acquisition (Details) - S

Asset Acquisition (Details) - Schedule of Table Presents the Acquisition Date Fair Value - USD ($)	3 Months Ended	6 Months Ended
	Mar. 30, 2023	Sep. 30, 2023
Schedule Of Table Presents The Acquisition Date Fair Value [Abstract]
Balance beginning
Issuance of common stock at fair value	1,334,850
Balance ending	$ 1,334,850	$ 1,377,461
Legal costs capitalized		$ 42,611

Intangible Assets, Net (Details

Intangible Assets, Net (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses	$ 716,469	$ 202,723	$ 1,996,777	$ 475,872

Intangible Assets, Net (Detai_2

Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 5,466,720	$ 2,205,553
Less: Accumulated amortization	(2,934,657)	(937,880)
Total intangible assets, net	2,532,063	1,267,673
Capitalized Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 4,016,771	2,177,053
Capitalized Software Development Costs [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	1 year
Capitalized Software Development Costs [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years
Purchased Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 72,488	28,500
Purchased Technology [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	1 year
Purchased Technology [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	15 years
Brand Name [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years
Total intangible assets	$ 1,377,461

Intangible Assets, Net (Detai_3

Intangible Assets, Net (Details) - Schedule of Estimated Future Amortization Expense	Sep. 30, 2023 USD ($)
Schedule Of Estimated Future Amortization Expense [Abstract]
Remainder of 2023	$ 402,004
2024	322,127
2025	322,127
2026	322,127
2027	322,127
Thereafter	841,551
Total	$ 2,532,063

Leases (Details)

Leases (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Payments			$ 15,538
Payments for rent			$ 16,719
Borrowing rate			10.50%
Real estate taxes	$ 108,827	$ 29,589	$ 220,895	$ 72,131

Leases (Details) - Schedule of

Leases (Details) - Schedule of Condensed Consolidated Balance Sheets Relating to Its Operating Lease and Other Supplemental Information - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Condensed Consolidated Balance Sheets Relating To Its Operating Lease and Other Supplemental Information [Abstract]
ROU assets	$ 164,304	$ 293,520
Lease liabilities:
Current lease liabilities	168,608	169,275
Non-current lease liabilities		129,762
Total lease liabilities	$ 168,608	$ 299,037
Other supplemental information:
Weighted average remaining lease term	11 months 1 day	2 years
Weighted average discount rate	10.50%	10.50%

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of Lease Payments Relating to the Company’s Operating Leases - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Lease Payments Relating to the Company’s Operating Leases [Abstract]
Remainder of 2023	$ 48,013	$ 191,183
2024	128,035	133,753
Total lease payments	176,048	324,936
Less: imputed interest	(7,440)	(25,899)
Present value of operating lease liabilities	$ 168,608	$ 299,037

Convertible Promissory Notes (D

Convertible Promissory Notes (Details) - USD ($)	Sep. 30, 2023	Jul. 19, 2023
Convertible Promissory Notes [Line Items]
Convertible promissory notes	$ 22,500,000
Common Stock at a conversion price		$ 100,000,000
Convertible Promissory Note [Member]
Convertible Promissory Notes [Line Items]
Accrue interest	5%

Convertible Promissory Notes _2

Convertible Promissory Notes (Details) - Schedule of Fair Value of the Notes - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Schedule of Fair Value of the Notes [Abstract]
Balance beginning	$ 37,071,109	$ 3,197,905
Balance ending		37,071,109	3,197,905
Principal balance of convertible notes issued		20,450,000	2,050,000
Change in valuation inputs or other assumptions		$ 13,423,204	$ 1,147,905
Conversion of convertible notes	$ (37,071,109)

Warrant Liabilities (Details)

Warrant Liabilities (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Warrant Liabilities [Line Items]
Warrant price per	$ 0.01
Number of trading days	20 days
Number of consecutive trading days	30 days
IPO [Member]
Warrant Liabilities [Line Items]
Price per share	$ 11.5
Common Stock [Member]
Warrant Liabilities [Line Items]
Common stock per share	11.5
Class A Common Stock [Member]
Warrant Liabilities [Line Items]
Price per share	18
Common stock per share	$ 0.0001	$ 0.0001
Private Placement [Member]
Warrant Liabilities [Line Items]
Warrants outstanding (in Shares)	5,700,000
Public Warrants [Member]
Warrant Liabilities [Line Items]
Warrants outstanding (in Shares)	5,750,000

Related Parties (Details)

Related Parties (Details) - USD ($)	1 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 25, 2023	Sep. 30, 2023
Related Parties (Details) [Line Items]
Fixed fee	$ 80,000
Payment relating to agreement			$ 40,000
Received amount			10,000
Class A Common Stock [Member]
Related Parties (Details) [Line Items]
Common stock shares (in Shares)		1,704,223
Board [Member]
Related Parties (Details) [Line Items]
Payment relating to agreement			$ 160,000
Restricted Stock Units (RSUs) [Member]
Related Parties (Details) [Line Items]
Restricted stock units shares (in Shares)			40,000

Share Based Compensation (Detai

Share Based Compensation (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Share Based Compensation [Line Items]
Share based payment description		(i) 425,000 shares of Class A Common Stock, (ii) 1% of the outstanding shares of all classes of Company common stock, $0.0001 par value per share, on such date and (iii) a number of shares of Class A Common Stock determined by the Board.
Compensation cost related		$ 22,400,000
Weighted average remaining vesting period		3 years
Share-based compensation expense	$ 910,800	$ 910,800
Class A Common Stock [Member]
Share Based Compensation [Line Items]
Common stock par value per share (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Shares outstanding percentage		1%
Common stock shares issued (in Shares)	24,340,075	24,340,075	11,806,007
PSQ Common Stock [Member] | Class A Common Stock [Member]
Share Based Compensation [Line Items]
Common stock par value per share (in Dollars per share)	$ 0.001	$ 0.001
Common stock shares issued (in Shares)	3,000,000	3,000,000
Stock Incentive Plan [Member] | Class A Common Stock [Member]
Share Based Compensation [Line Items]
Common stock par value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Shares outstanding percentage		15%
Employee Stock Purchase Plan [Member] | Class A Common Stock [Member]
Share Based Compensation [Line Items]
Common stock shares issued (in Shares)	600,000	600,000
Restricted Stock Units (RSUs) [Member]
Share Based Compensation [Line Items]
Share-based compensation expense	$ 767,719	$ 767,719

Share Based Compensation (Det_2

Share Based Compensation (Details) - Schedule of Activity with Respect Status of, RSUs	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Schedule Of Activity With Respect Status Of Rsus [Abstract]
Number of RSUs, Unvested | shares
Weighted Average Grant Date Value, Unvested | $ / shares
Number of RSUs, Granted | shares	3,115,989
Weighted Average Grant Date Value, Granted | $ / shares	$ 10.12
Number of RSUs, Vested | shares	(131,568)
Weighted Average Grant Date Value, Vested | $ / shares
Number of RSUs, Unvested | shares	2,984,421
Weighted Average Grant Date Value, Unvested | $ / shares	$ 10.12

Share Based Compensation (Det_3

Share Based Compensation (Details) - Schedule of Common Stock and Current Interest Rates	9 Months Ended
	Sep. 30, 2023 $ / shares
Schedule Of Common Stock And Current Interest Rates Abstract
PSQH Stock Price (in Dollars per share)	$ 9.08
Volatility	40%
Risk free rate of return	4.60%
Expected term (in years)	4 years 9 months 18 days

Share Based Compensation (Det_4

Share Based Compensation (Details) - Schedule of Share-Based Compensation Expense - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
share-based compensation expense	$ 2,095,889
Cost of Sales [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
share-based compensation expense	2,239
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
share-based compensation expense	587,717
Transaction Incurred in Connection with the Business Combination [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
share-based compensation expense	910,800
Research and development [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
share-based compensation expense	201,810
Sales and Marketing [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
share-based compensation expense	$ 393,323

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Liabilities Subject to Fair Value Measurements	Sep. 30, 2023 USD ($)
Liabilities
Earn-out liabilities	$ 1,950,000	[1]
Total liabilities	18,549,500
Public Warrants [Member]
Liabilities
Warrant liabilities	7,992,500	[2]
Private Placement Warrants [Member]
Liabilities
Warrant liabilities	8,607,000	[2]
Level 1 [Member]
Liabilities
Earn-out liabilities		[1]
Total liabilities
Level 1 [Member] | Public Warrants [Member]
Liabilities
Warrant liabilities		[2]
Level 1 [Member] | Private Placement Warrants [Member]
Liabilities
Warrant liabilities		[2]
Level 2 [Member]
Liabilities
Earn-out liabilities		[1]
Total liabilities
Level 2 [Member] | Public Warrants [Member]
Liabilities
Warrant liabilities		[2]
Level 2 [Member] | Private Placement Warrants [Member]
Liabilities
Warrant liabilities		[2]
Level 3 [Member]
Liabilities
Earn-out liabilities	1,950,000	[1]
Total liabilities	18,549,500
Level 3 [Member] | Public Warrants [Member]
Liabilities
Warrant liabilities	7,992,500	[2]
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities
Warrant liabilities	$ 8,607,000	[2]
[1]The fair value of the earn-out liabilities was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates[2]Public Warrants and Private Placement Warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates.

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Changes in Fair Value of the Public and Private Placements Warrants	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)
Public and Private Placements Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liability at beginning of the period
Assumed in the Business Combination	8,816,500	8,816,500
Change in fair value	7,783,000	7,783,000
Balance as of September 30, 2023	16,599,500	16,599,500
Earn-Out Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liability at beginning of the period
Assumed in the Business Combination	2,400,000	2,400,000
Change in fair value	(450,000)	(450,000)
Balance as of September 30, 2023	$ 1,950,000	$ 1,950,000

Segments (Details) - Schedule o

Segments (Details) - Schedule of Company’s Revenues - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Marketplace
Advertising sales	$ 875,546	$ 124,634	$ 1,783,287	$ 197,575
Brands
Product sales	1,387,951		1,387,951
Returns and discounts	(232,597)		(232,597)
Total Brand revenues, net	1,155,354		1,155,354
Total revenues, net	$ 2,030,900	$ 124,634	$ 2,938,641	$ 197,575

Segments (Details) - Schedule_2

Segments (Details) - Schedule of Segment - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Total adjusted EBITDA	$ (7,724,762)	$ (1,922,347)	$ (15,467,489)	$ (4,290,320)
Transaction costs incurred in connection with the Business Combination	(3,309,597)		(7,048,177)
Share-based compensation (exclusive of what is included in transaction costs above)	(1,185,089)		(1,185,089)
Depreciation and amortization	(759,745)	(203,489)	(2,004,319)	(477,405)
Other income, net	119,957	328	173,644	8,174
Change in fair value of warrant liabilities	(7,783,000)		(7,783,000)
Change in fair value of earn-out liabilities	450,000		450,000
Change in fair value of convertible notes			(14,571,109)
Income tax benefit (expense)	262	4,208	(1,527)	3,495
Interest expense, net	(46,690)		(210,545)
Net loss	(20,238,664)	(2,121,300)	(47,647,611)	(4,756,056)
Marketplace EBITDA [Member]
Segment Reporting Information [Line Items]
Total adjusted EBITDA	(6,339,765)	(1,922,347)	(14,082,492)	(4,290,320)
Brands EBITDA [Member]
Segment Reporting Information [Line Items]
Total adjusted EBITDA	$ (1,384,997)		$ (1,384,997)

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2023	May 31, 2023	Apr. 30, 2023
Commitments and Contingencies (Details) [Line Items]
Monthly installments amount		$ 485,000	$ 377,000
Minimum [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly installments amount	$ 235,625
Maximum [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly installments amount	$ 242,500

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Oct. 31, 2023	Oct. 01, 2023
Subsequent Events (Details) [Line Items]
Agreement committed	$ 1,000,000
Base rent		$ 16,457